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                                                             Exhibit 10.27

                             ANGELICA CORPORATION
                             EMPLOYMENT AGREEMENT
                             --------------------


            This agreement ("Agreement") has been entered into as of the
1st day of March 2001, by and between Angelica Corporation, a Missouri
corporation ("Angelica"), and Steven L. Frey, an individual ("Employee").

         WHEREAS, Angelica currently employs Employee as Vice President,
General Counsel and Secretary of Angelica and Angelica and Employee wish to
more specifically define the terms and conditions of Employee's employment
with Angelica in this Agreement.

         NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

SECTION 1:    DEFINITIONS.   For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different meaning.

              (a)   "ANNUAL BASE SALARY" means the base salary set forth
              in Section 3.3 of this Agreement, as it shall be
              increased from time to time in the discretion of the
              Board or the Compensation and Organization Committee of
              the Board.

              (b)   "BOARD" means the Board of Directors of Angelica.

              (c)   "CHANGE IN CONTROL" means:

                  (i)   The acquisition by any individual, entity or group,
                    or a Person (within the meaning of Section 13(d)(3) or
                    14(d)(2) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act") of ownership of 20% or more
                    of either (a) the then outstanding shares of common stock
                    of Angelica (the "Outstanding Angelica Common Stock") or
                    (b) the combined voting power of the then outstanding
                    voting securities of Angelica entitled to vote generally
                    in the election of directors (the "Outstanding Angelica
                    Voting Securities"); or

                  (ii)  Individuals who, as of the date hereof, constitute the
                    Board (the "Incumbent Board") cease for any reason to
                    constitute at least a majority of the Board; provided,
                    however, that any individual becoming a director
                    subsequent to the date hereof whose election, or
                    nomination for election by Angelica's stockholders,
                    was approved by a vote of at least a majority of the
                    directors then comprising the Incumbent Board shall be
                    considered as though such individual were a member of
                    the Incumbent Board, but excluding, as a member of the
                    Incumbent Board, any such individual whose initial
                    assumption of office occurs as a result of either an
                    actual or threatened election contest (as such terms are
                    used in Rule l4a-11 of Regulation l4A promulgated under


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                    the Exchange Act) or other actual or threatened
                    solicitation of proxies or consents by or on behalf of a
                    Person other than the Board; or

                  (iii) Approval by the stockholders of Angelica of a
                    reorganization, merger or consolidation, in each case,
                    unless, following such reorganization, merger or
                    consolidation, (a) more than 50% of, respectively, the
                    then outstanding shares of common stock of the
                    corporation resulting from such reorganization, merger or
                    consolidation and the combined voting power of the then
                    outstanding voting securities of such corporation
                    entitled to vote generally in the election of directors
                    is then beneficially owned, directly or indirectly, by
                    all or substantially all of the individuals and entities
                    who were the beneficial owners, respectively, of the
                    Outstanding Angelica Common Stock and Outstanding
                    Angelica Voting Securities immediately prior to such
                    reorganization, merger or consolidation in substantially
                    the same proportions as their ownership, immediately
                    prior to such reorganization, merger or consolidation, of
                    the Outstanding Angelica Common Stock and Outstanding
                    Angelica Voting Securities, as the case may be, (b) no
                    Person beneficially owns, directly or indirectly, 20% or
                    more of, respectively, the then outstanding shares of
                    common stock of the corporation resulting from such
                    reorganization, merger or consolidation or the combined
                    voting power of the then outstanding voting securities of
                    such corporation, entitled to vote generally in the
                    election of directors and (c) at least a majority of the
                    members of the board of directors of the corporation
                    resulting from such reorganization, merger or
                    consolidation were members of the Incumbent Board at the
                    time of the execution of the initial agreement providing
                    for such reorganization, merger or consolidation; or

                  (iv)  Approval by the stockholders of Angelica of (a) a
                    complete liquidation or dissolution of Angelica or (b)
                    the sale or other disposition of all or substantially all
                    of the assets of Angelica, other than to a corporation,
                    with respect to which following such sale or other
                    disposition, (1) more than 50% of, respectively, the then
                    outstanding shares of common stock of such corporation
                    and the combined voting power of the then outstanding
                    voting securities of such corporation entitled to vote
                    generally in the election of directors is then
                    beneficially owned, directly or indirectly, by all or
                    substantially all of the individuals and entities who
                    were the beneficial owners, respectively, of the
                    Outstanding Angelica Common Stock and Outstanding
                    Angelica Voting Securities immediately prior to such sale
                    or other disposition in substantially the same

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                    proportion as their ownership, immediately prior to such
                    sale or other disposition, of the Outstanding Angelica
                    Common Stock and Outstanding Angelica Voting Securities,
                    as the case may be, (2) no Person beneficially owns,
                    directly or indirectly, 20% or more of, respectively, the
                    then outstanding shares of common stock of such
                    corporation and the combined voting power of the then
                    outstanding voting securities of such corporation
                    entitled to vote generally in the election of directors
                    and (3) at least a majority of the members of the board
                    of directors of such corporation were members of the
                    Incumbent Board at the time of the execution of the
                    initial agreement or action of the Board providing for
                    such sale or other disposition of assets of Angelica.

              (d)   "DATE OF TERMINATION" means a date that a Notice of
              Termination is received by the party to whom such notice is
              being given, unless the party giving the Notice of Termination
              specifies another date in the Notice of Termination (which date
              shall not be more than 30 days after giving of such Notice of
              Termination) or, alternatively, the last day of any Term in the
              event that a Notice of Non-Renewal is delivered by either party
              in accordance with Section 2.1 of this Agreement.

              (e)   "DISPOSITION OF AN OPERATING LINE OF BUSINESS" means:

                  (i)   when used with reference to the stock or other equity
                    interests of the Operating Line of Business that is or
                    becomes a separate corporation, limited liability
                    company, partnership or other business entity, the sale,
                    exchange, transfer, distribution or other disposition of
                    the ownership, either beneficially or of record or both,
                    by Angelica of more than 50% of either (a) the then
                    outstanding shares of common stock (or the equivalent
                    equity interests) of such Operating Line of Business, or
                    (b) the combined voting power of the then outstanding
                    voting securities of such Operating Line of Business
                    entitled to vote generally in the election of the Board
                    or the equivalent governing body of the Operating Line of
                    Business;

                  (ii)  when used with reference to the merger or consolidation
                    of the Operating Line of Business that is or becomes a
                    separate corporation, limited liability company,
                    partnership or other business entity, any such
                    transaction that results in Angelica owning, either
                    beneficially or of record or both, less than 50% of
                    either (a) the then outstanding shares of common stock
                    (or the equivalent equity interests) of such Operating
                    Line of Business, or (b) the combined voting power of the
                    then outstanding

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                    voting securities of such Operating Line of Business
                    entitled to vote generally in the election of the Board
                    or the equivalent governing body of the Operating Line of
                    Business; or

                  (iii) when used with reference to the assets of the Operating
                    Line of Business, the sale, exchange, transfer,
                    liquidation, distribution or other disposition of assets
                    of such Operating Line of Business (a) having a fair
                    market value (as determined by the Incumbent Board)
                    aggregating more than 50% of the aggregate fair market
                    value of all of the assets of such Operating Line of
                    Business as of the Triggering Transaction Date, (b)
                    accounting for more than 50% of the aggregate book value
                    (net of depreciation and amortization) of all of the
                    assets of such Operating Line of Business, as would be
                    shown on a balance sheet for such Operating Line of
                    Business, prepared in accordance with generally accepted
                    accounting principles then in effect, as of the
                    Triggering Transaction Date; or (c) accounting for more
                    than 50% of the net income of such Operating Line of
                    Business, as would be shown on an income statement,
                    prepared in accordance with generally accepted accounting
                    principles then in effect, for the 12 months ending on
                    the last day of the month immediately preceding the month
                    in which the Triggering Transaction Date occurs.

              (f)   "EFFECTIVE DATE" means the date of this Agreement.

              (g)   "EMPLOYMENT PERIOD" means the period beginning on the
              Effective Date and ending on the Date of Termination.

              (h)   "GOOD CAUSE" means, when used in connection with the
              termination of Employee's employment with Angelica by Angelica,
              a termination based upon (i) Employee's willful and continued
              failure to substantially perform his duties with Angelica
              (other than as a result of incapacity due to physical or mental
              condition), after a written demand for substantial performance
              is delivered to Employee by Angelica, which specifically
              identifies the manner in which Employee has not substantially
              performed his duties; (ii) Employee's commission of an act
              constituting a criminal offense involving moral turpitude,
              dishonesty or breach of trust; or (iii) Employee's material
              breach of any provision of this Agreement.

              (i)   "GOOD REASON" means, when used in connection with the
              termination of Employee's employment with Angelica by Employee,
              a termination based upon the following reasons:

                  (i)   the assignment to Employee of any duties inconsistent
                    in any respect with Employee's position (including
                    status, offices, titles and reporting


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                    requirements), authority, duties and responsibilities as
                    contemplated by this Agreement or any other action by
                    Angelica which results in a material diminution in such
                    position, authority, duties or responsibilities,
                    excluding for this purpose any action not taken in bad
                    faith which is remedied by Angelica promptly after
                    receipt of notice by Angelica thereof given by Employee;

                  (ii)  (A) the failure by Angelica to continue in effect any
                    benefit or compensation plan, stock ownership plan, life
                    insurance plan, health and accident plan or disability
                    plan to which Employee is entitled, provided that
                    Angelica may amend, modify or replace such plans as long
                    as the Employee is entitled to benefits under the
                    amended, modified or replaced plan or plans that are
                    substantially similar to those of the plan or plans so
                    amended, modified or replaced; (B) the taking of any
                    action by Angelica which would adversely affect
                    Employee's participation in, or materially reduce
                    Employee's benefits under, any plans in which Employee is
                    then currently participating; or (C) the failure of
                    Angelica to provide Employee with paid vacation to which
                    Employee is entitled;

                  (iii) a material breach by Angelica of any provision of this
                    Agreement;

                  (iv)  a purported termination by Angelica of Employee's
                    employment otherwise than specifically permitted by this
                    Agreement; or

                  (v)   in connection with a Triggering Transaction (as set
                    forth in Section 4.2 of this Agreement), the failure of a
                    successor of Angelica expressly to assume and agree to
                    perform this Agreement pursuant to the provisions of
                    Section 6.4 of this Agreement prior to a Triggering
                    Transaction; provided, however, that a termination of
                    employment by Employee: (A) subsequent to an express
                    assumption and agreement to perform this Agreement by
                    such successor on or after a Triggering Transaction Date
                    or (B) subsequent to a date that is two years after a
                    Triggering Transaction Date, shall not be deemed to be
                    for "Good Reason" under this subsection.

              (j)   "NOTICE OF TERMINATION" means a written notice by either
              party of such party's desire to terminate Employee's employment
              with Angelica, which notice (i) indicates the specific
              termination provision in this Agreement relied upon, (ii) to
              the extent applicable, sets forth in reasonable detail the
              facts and circumstances claimed to provide a basis for
              termination of Employee's employment

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              under the provision so indicated, and (iii) if the Date of
              Termination is other than the date of receipt of such Notice,
              specifies the Date of Termination (which date shall not be more
              than 30 days after the giving of such Notice). The failure by
              Employee or Angelica to set forth in the Notice of Termination
              any fact or circumstance which contributes to a showing of Good
              Cause or Good Reason shall not waive any right of Employee or
              Angelica hereunder or preclude Employee or Angelica from
              asserting such fact or circumstance in enforcing Employee's or
              Angelica's rights hereunder.

              (k)   "NOTICE OF NON-RENEWAL" means a written notice by either
              party to this Agreement of such party's desire not to allow the
              Term of the Agreement to automatically renew at the end of the
              then-current Term for another Term, thus having the effect of
              terminating the Agreement at the end of the then-current Term.

              (l)   "OPERATING LINE OF BUSINESS" means the following lines of
              business of Angelica, whether operated as a division or as a
              separate subsidiary: (i) textile rental and laundry services,
              which provides textiles and laundry services, principally to
              healthcare institutions, and, to a more limited extent, to
              hotels, motels and restaurants in or near major metropolitan
              areas of the United States; (ii) uniform and business apparel
              manufacturing and marketing, which manufactures and sells
              uniforms and business apparel to a wide variety of institutions
              and businesses in the United States and Canada; and (iii)
              retail specialty stores, which operates a nationwide chain of
              specialty retail stores primarily for a clientele of nurses and
              other healthcare professionals.

              (m)   "TERM" means, initially a one-year period commencing on the
              Effective Date and ending on the date of the first anniversary
              of the Effective Date, and, if renewed in accordance with
              Section 2.1 of this Agreement, shall mean a one-year period
              commencing on the particular anniversary date of the Effective
              Date and ending on the date one year after such commencing
              anniversary date.

              (n)   "TRIGGERING TRANSACTION" means (i) a Change in Control of
              Angelica, or (ii) one or more Dispositions of an Operating Line
              of Business involving at least two of Angelica's Operating
              Lines of Business.

              (o)   "TRIGGERING TRANSACTION DATE" shall mean the date that the
              Triggering Transaction occurs.

SECTION 2:    TERM OF AGREEMENT.

         2.1   INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial Term
of this Agreement shall be for one year commencing on the Effective Date,
subject to automatic renewal for one or more additional Terms of


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one year each commencing immediately upon the end of the initial Term or the
then-current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later than 30
days prior to the end of the initial Term or the then-current renewal Term,
as the case may be. In the event that such a Notice of Non-Renewal is given
as set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.

         2.2   TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF TERM.
Notwithstanding Section 2.1 of this Agreement, either party to this Agreement
may terminate Employee's Employment Period (and Employee's employment with
Angelica) at any time during the Term by giving the other party a Notice of
Termination to the other party, without any liability except as specified in
Section 4 of this Agreement.

SECTION 3:    TERMS AND CONDITIONS OF EMPLOYMENT.

         3.1   PERIOD OF EMPLOYMENT. Employee shall remain in the employ
of Angelica throughout the Employment Period in accordance with the terms and
provisions of this Agreement. This Agreement shall remain in full force and
effect notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity of
the corporation to which Employee's compensation is charged, provided that
said corporation is a subsidiary or affiliate of Angelica and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.

         3.2   POSITIONS AND DUTIES. Angelica hereby employs Employee and
Employee hereby accepts such employment as Vice President, General Counsel
and Secretary, subject to the reasonable directions of the Chief Executive
Officer of Angelica and the Board. Employee shall have such authority and
shall perform such duties as are specified in the Bylaws of Angelica for the
office and position to which he has been appointed hereunder and shall so
serve, subject to the control exercised by the Chief Executive Officer of
Angelica and the Board from time to time. Employee agrees to devote such of
his time, attention and energy to the business of Angelica as may be required
to perform the duties and responsibilities assigned to him to the best of his
ability and with reasonable diligence.

         3.3   COMPENSATION. Employee's initial base salary under this
Agreement will be $153,000 per annum, payable in accordance with Angelica's
current payroll practices. In addition to the Annual Base Salary, Employee
shall be awarded the opportunity to earn an incentive compensation on an
annual basis ("Incentive Compensation") under the Incentive Compensation Plan
or any incentive compensation plan which is generally available to other
similarly situated executives of Angelica. The Incentive Compensation during
the first year of the Employment Period shall range from 0 to 60% of
Employee's Annual Base Salary. The Incentive Compensation which Employee will
have an opportunity to earn shall be reviewed at least annually and may be
adjusted at the discretion of the Chief Executive Officer of Angelica and the
Board, dependent upon Employee's performance and in accordance with
Angelica's

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policies.

         3.4   PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible to
receive stock-based awards or grants under Angelica's 1994 Performance Plan
or 1999 Performance Plan, including stock options, restricted stock and
performance awards, from time to time, in the discretion of the Compensation
and Organization Committee or the Board of Angelica.

         3.5   PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
is eligible to participate in Angelica's Stock Bonus and Incentive Plan,
based on current eligibility requirements and subject to the terms and
conditions of such plan.

         3.6   PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the "401(k)
Plan"), based upon current eligibility requirements and subject to the terms
and conditions of such plan.

         3.7   PARTICIPATION IN PENSION PLAN. Employee is eligible to
participate in Angelica's "defined benefit" Pension Plan, based on current
eligibility requirements and subject to the terms and conditions of such
plan.

         3.8   PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is eligible
to participate in Angelica's Supplemental Plan at an assigned formula rate of
35% and otherwise based upon current eligibility requirements and subject to
the terms and conditions of such plan.

SECTION 4:    BENEFITS UPON TERMINATION.

         4.1   NOT IN CONNECTION WITH A TRIGGERING TRANSACTION. If
Employee's employment with Angelica is terminated prior to the end of the
initial Term or prior to the end of any subsequent renewal Term, as the case
may be, (a) by Angelica without Good Cause or (b) by Employee for Good
Reason, then upon the negotiation and execution of a mutually acceptable
settlement and release agreement by Angelica and Employee, in addition to any
accrued salary and other payments owed to Employee under Angelica's other
benefit plans and policies, Angelica shall pay Employee an amount equal to
Employee's then-current Annual Base Salary. Said amount shall be paid in
equal, semi-monthly payments, less applicable taxes, withholdings and
standard deductions. In the case of a termination of Employee's employment
with Angelica not in connection with a Triggering Transaction for any reason
other than as stated in this Section 4.1 above, Employee shall be entitled
only to accrued salary and other payments owed to Employee under Angelica's
other benefit plans and policies.

         4.2   IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
Triggering Transaction occurs during the Employment Period and within two
years after the Triggering Transaction Date (i) Angelica shall terminate
Employee's employment with Angelica without Good Cause, or (ii) Employee
shall terminate employment with Angelica for Good Reason, or, alternatively,
(b) if one of the above-described terminations of employment occurs within
the six-month period prior to the earlier of

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(i) a Triggering Transaction or (ii) the execution of a definitive agreement
or contract that eventually results in a Triggering Transaction, then, in
addition to any accrued salary and other payments owed to Employee under
Angelica's other benefit plans and policies, Angelica shall pay to Employee
an amount equal to 2.99 times Employee's then-current Annual Base Salary, in
a lump-sum payment, after either (y) the Date of Termination, in the case
where the sequence of the requisite events is as set forth in subsection (a)
above or (z) the Triggering Transaction Date, in the case where the sequence
of the requisite events occurred as set forth in subsection (b) above (the
relevant date for purposes of entitlement to the benefits set forth in this
Section 4.2 is hereinafter referred to as the "Entitlement Date"). In
addition, at the Entitlement Date, to the extent not otherwise provided for
under the terms of Angelica's stock option plans or Employee's stock option
agreements, all stock options held by Employee that have not expired in
accordance with their respective terms shall vest and become fully
exercisable. In the case of any termination of Employee's employment with
Angelica in connection with a Triggering Transaction for any reason other
than as stated in this Section 4.2 above, Employee shall be entitled only to
accrued salary and other payments owed to Employee under Angelica's other
benefit plans and policies.

SECTION 5:    NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.

         5.1   NON-COMPETE AGREEMENT. It is agreed that during the period
beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the action of
Employee or Angelica or by mutual agreement, Employee shall not, either for
himself or on behalf of any person, firm or corporation (whether for profit
or otherwise) engage in any form of competition with Angelica, directly or
indirectly, through any commercial venture, as a partner, officer, director,
stockholder, advisor, employee, consultant, agent, salesman, venturer or
otherwise, in the business conducted by Angelica in the United States, Canada
or any other country in which Angelica does business. This requirement,
however, will not limit Employee's right to invest in the capital stock or
other equity securities of any corporation, the stock or securities of which
are publicly owned or are regularly traded on any public securities exchange.
In addition, notwithstanding this Section 5.1, if Employee is terminated by
Angelica without Good Cause or if Employee terminates his employment with
Angelica for Good Reason, then Employee will not be subject to the
restrictions of this Section 5.1.

         5.2   CONFIDENTIAL INFORMATION. Employee acknowledges that during his
employment with Angelica, he may develop or be exposed to confidential
information concerning Angelica's inventions, processes, methods and
confidential affairs, property of a proprietary nature and trade secrets of
Angelica or its licensors or customers. Employee agrees that the maintenance
of the proprietary character of such information and property to the full
extent feasible is important and that for so long as any such confidential
information and trade secrets may remain confidential, secret or otherwise
wholly or partially protectable, either during or after Employee's Employment
Period, shall not use or divulge such confidential information or property
except as permitted or required by the duties of Employee's employment with


                                     -9-

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Angelica. Employee shall not remove any property of a proprietary nature from
Angelica's premises except as required by the duties of Employee's
employment. Employee shall return to Angelica upon termination of his
employment with Angelica, all models, drawings, photographs, writings,
records, papers or other properties produced by Employee or coming into his
possession by or through his employment with Angelica.

         5.3   NON-DIVERSION. During the Employment Period and for one year
after the Date of Termination, Employee shall not directly or indirectly or
by aid to others, do anything which could be expected to divert from Angelica
any trade or business with any customer of Angelica with whom Employee had
any contact or association during the one year immediately preceding the Date
of Termination.

         5.4   REASONABLENESS OF RESTRICTIONS. Employee agrees that the period
and areas of restriction following the Date of Termination, as set forth in
this Section 5, are reasonably required for the protection of Angelica and
its business, as well as the continued protection of Angelica's employees. If
any one or more of the covenants, agreements or provisions contained herein
shall be held to be contrary to the policy of a specific law, though not
expressly prohibited, or against public policy, or shall for any other reason
whatsoever be held invalid, then such particular covenant, agreement or
provision shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions, and shall in no way affect
the validity of any of the other covenants, agreements and provisions hereof.
The parties hereto agree that in the event that either the length of time or
the geographic area set forth herein is deemed too restrictive in any court
proceeding, the court may reduce such restrictions to those which it deems
reasonable under the circumstances.

         5.5   EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law. In
the event of the breach of Employee's covenants as set forth in this Section
5 and Angelica's obtaining of injunctive relief, the period of restrictions
set forth herein shall commence from the date of the issuance of the order
which enjoins such activity.

SECTION 6:    MISCELLANEOUS.

         6.1   NOTICE. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified
or registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses as set forth below; provided that all notices to
Angelica shall be directed to the attention of the Chief Executive Officer of
Angelica, or to such other address as one party may have furnished to the
other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

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               Notice to Employee
               ------------------

               Steven L. Frey
               12250 Sunny Terrace Dr.
               Des Peres, Missouri 63122

               Notice to Angelica
               ------------------

               Angelica Corporation
               424 South Woods Mill Road
               Chesterfield, Missouri  63017-3406
               Attention:  Chief Executive Officer

         6.2   WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or Angelica may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.

         6.3   APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.

         6.4   SUCCESSORS. This Agreement shall be binding upon and inure
to the benefit of any successor of Angelica and any such successor shall be
deemed to be substituted for Angelica under the terms of this Agreement.
Angelica shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Angelica to assume expressly and agree to
perform the provisions of this Agreement as if no such succession had taken
place. As used in this Agreement, "Angelica" shall mean Angelica as
hereinbefore defined or any successor to Angelica's business and/or assets
which assumes and agrees to perform this Agreement.

         6.5   ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings, discussions
or negotiations with respect thereto.

               IN WITNESS WHEREOF, Employee and Angelica, pursuant to the
authorization from its Board, have caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.



                                            /s/ Steven L. Frey
                                            -----------------------------------
                                            Steven L. Frey


                                            ANGELICA CORPORATION

                                            By /s/ Don W. Hubble
                                              ---------------------------------
                                            Name: Don W. Hubble
                                                 ------------------------------
                                            Title: Chief Executive Officer
                                                  -----------------------------

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